R1 RCM INC. 15,000,000 Shares of Common Stock Underwriting AgreementR1 RCM Inc. /DE • September 12th, 2022 • Services-management services • New York
Certain stockholders named in Schedule 2 hereto (the “Selling Stockholders”) of R1 RCM Inc., a Delaware corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), an aggregate of 15,000,000 shares (the “Shares”) of common stock, par value $0.01 per share (“Common Stock”), of the Company. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.” To the extent that there is not more than one Selling Stockholder named in Schedule 2, the term Selling Stockholders shall mean either the singular or plural as the context requires.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 17th, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of June 21, 2022, by and among R1 RCM Holdco Inc., a Delaware corporation (formerly R1 RCM Inc.) (the “Initial Borrower”), R1 RCM Inc., a Delaware corporation (formerly Project Roadrunner Parent, Inc.) (the “Ultimate Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and such Lenders.
GRANT OF RESTRICTED STOCK UNITS PURSUANT TO THE R1 RCM INC. THIRD AMENDED AND RESTATED 2010 STOCK INCENTIVE PLANRestricted Stock Unit Award Agreement • May 4th, 2023 • R1 RCM Inc. /DE • Services-management services • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between R1 RCM Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the R1 RCM Inc. Third Amended and Restated 2010 Stock Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Board; and
R1 RCM INC. WARRANTR1 RCM Inc. /DE • January 17th, 2024 • Services-management services • Delaware
R1 RCM INC., a Delaware corporation (the “Company”), hereby certifies that, for value received, Providence Health & Services–Washington, a Washington nonprofit corporation, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 12,192,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an initial exercise price equal to $10.52 per share, at any time during the period (the “Exercise Period”) commencing on the date hereof and terminating at 5:00 p.m., New York time on January 17, 2029 (the “Expiration Date”). This Warrant (this “Warrant”) is issued pursuant to that certain Securities Purchase Agreement, dated as of December 5, 2023, by and among the Company, the Holder, Lindy Transfer Holdings, Inc., a Delaware corporation, and each of the parties named therein (the “Purchase Agreement”). The term “Warrant Price” as used in
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
Second Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of June 21, 2022, by and among R1 RCM Inc., a Delaware corporation (the “Company”), R1 RCM Holdco Inc. (formerly known as R1 RCM Inc.), a Delaware corporation and wholly-owned subsidiary of the Company (“Former Pubco”), TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (“TCP-ASC”), IHC Health Services, Inc., a Utah non-profit corporation (“IHC”), CoyCo 1, L.P., a Delaware limited partnership (“CoyCo 1”), CoyCo 2, L.P., a Delaware limited partnership (“CoyCo 2”), and Shared Business Services, LLC, a Delaware limited liability company and a subsidiary of LifePoint Health, Inc., a Delaware corporation (“LifePoint” and, together with TCP-ASC, IHC, CoyCo 1 and CoyCo 2 and their respective Permitted Transferees, collectively, the “Investors”).
GRANT OF PERFORMANCE BASED AWARDS PURSUANT TO THE R1 RCM INC. 2022 INDUCEMENT PLANGrant of Performance Based Awards • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
THIS GRANT OF PERFORMANCE BASED AWARDS (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between R1 RCM Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the R1 RCM Inc. 2022 Inducement Plan, as in effect and as amended from time to time (the “Plan”), as administered by the Human Capital Committee of the Board of Directors of the Company (the “Committee”).
VOTING AGREEMENTVoting Agreement • August 1st, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
VOTING AGREEMENT, dated as of July 31, 2024 (this “Voting Agreement”), among R1 RCM Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
Amended and Restated Investor Rights Agreement, dated as of June 21, 2022 (this “Agreement”), by and among R1 RCM Inc., a Delaware corporation (the “Company”), R1 RCM Holdco Inc. (formerly known as R1 RCM Inc. and Accretive Health, Inc.), a Delaware corporation (“Former Pubco”), TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the “Investor”) and, solely for purposes of Section 4, Section 6 and Section 11, the undersigned Investor Affiliates.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
Investor Rights Agreement, dated as of June 21, 2022 (this “Agreement”), by and among R1 RCM Inc., a Delaware corporation (the “Company”), CoyCo 1, L.P., a Delaware limited partnership (“Coyco 1”), and Coyco 2, L.P., a Delaware limited partnership (“Coyco 2”, each of Coyco 1 and Coyco 2, an “Investor” and collectively, the “Investors”), and, solely for purposes of Section 4, Section 6 and Section 11, the undersigned Investor Affiliate.
AGREEMENT AND PLAN OF MERGER by and among RAVEN ACQUISITION HOLDINGS, LLC, PROJECT RAVEN MERGER SUB, INC. and R1 RCM INC. Dated as of July 31, 2024Agreement and Plan of Merger • August 1st, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 31, 2024, by and among Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), Project Raven Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”), and R1 RCM Inc., a Delaware corporation (the “Company”). Each of the Company, Parent and Merger Sub is sometimes referred to as a “Party” and collectively as the “Parties”. All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
CONSULTING AGREEMENTConsulting Agreement • September 3rd, 2024 • R1 RCM Inc. /DE • Services-management services • Illinois
THIS CONSULTING AGREEMENT (this “Agreement”), dated as of August 13, 2024 and effective as of August 12, 2024 (the “Effective Date”), is entered into by and among TowerBrook Capital Partners L.P. (“TowerBrook”), Clayton, Dubilier & Rice, LLC (“CD&R” and together with TowerBrook, the “Sponsors”) and Joseph Flanagan (“Advisor”).
Director Nomination AgreementDirector Nomination Agreement • August 8th, 2022 • R1 RCM Inc. /DE • Services-management services • Delaware
This Board Nomination Agreement (this "Agreement"), is by and between R1 RCM INC., a Delaware corporation (the "Company"), and SUTTER HEALTH, a California nonprofit public benefit corporation ("Sutter Health"). This Agreement is being entered into in connection with the MSA (as defined below).
Employment Terms & Restrictive Covenant AgreementR1 RCM Inc. /DE • December 22nd, 2022 • Services-management services • Delaware
In addition to other good and valuable consideration, you are expressly being given employment or continued employment with R1 RCM Inc. and/or R1 RCM Holdco Inc. (collectively “R1”), including certain compensation and benefits (as set forth in your Offer Letter), enhanced severance terms beyond the company’s Severance Plan and/or prior agreements with the company, training and access to trade secrets and other Confidential Information (as defined below) of R1 and its customers, suppliers, vendors or affiliates to which you would not have access but for your employment relationship with R1 in exchange for the mutual covenants contained in this Agreement.
LIMITED GUARANTEELimited Guarantee • September 3rd, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This Limited Guarantee, dated as of July 31, 2024 (this “Limited Guarantee”), is made by TowerBrook Investors VI Executive Fund, L.P., a limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors VI (Onshore), L.P., a limited partnership organized under the laws of the Cayman Islands, TowerBrook Investors VI (892), L.P., a limited partnership organized under the laws of Alberta, TowerBrook Investors VI (OS), L.P., a limited partnership organized under the laws of Alberta, TCC Opportunities, L.P., an Alberta limited partnership, and TB Empire Opportunities, L.P., a Cayman Islands exempted limited partnership (collectively, the “TowerBrook Guarantors”) and Clayton, Dubilier & Rice Fund XII, L.P. (the “CD&R Guarantor” and, together with the TowerBrook Guarantors, the “Guarantors” and each a “Guarantor”), in favor of R1 RCM Inc., a Delaware corporation (the “Company”). Reference is hereby made to (a) the Agreement and Plan of Merger (as amended, restated suppl
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • September 3rd, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This INTERIM INVESTORS AGREEMENT (this “Agreement”) dated as of July 31, 2024, is entered into by and among TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (“TowerBrook”), Clayton, Dubilier & Rice Fund XII, L.P., a Cayman Islands exempted limited partnership (“CD&R”), Raven Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), Raven TopCo GP, LLC, a Delaware limited liability company (“Raven Topco GP”), Raven TopCo, L.P., a Delaware limited partnership (the “Partnership”), and Project Raven Merger Sub, Inc., a Delaware corporation (“Merger Sub”). TowerBrook and CD&R shall be referred to herein each individually as an “Investor” and collectively as the “Investors”. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 3.1.
AMENDMENT NO. 1 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 27th, 2024 • R1 RCM Inc. /DE • Services-management services
This AMENDMENT NO. 1 AND WAIVER (this “Amendment”) dated as of November 17, 2023 to the Second Amended and Restated Credit Agreement, dated as of June 21, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Amendment No. 1 Effective Date (as defined below), the “Credit Agreement”), among R1 RCM Inc., a Delaware corporation (the “Borrower”), the other Credit Parties party thereto, and Bank of America, N.A. (in its individual capacity, “Bank of America”), as Agent for the Lenders party thereto (the “Agent”), is entered into by and among the Borrower, the Agent and the financial institutions party hereto as Lenders.
AMENDMENT NO. 6 TO AMENDED AND RESTATED MASTER PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN ASCENSION HEALTH AND R1 RCM INC.Master Professional Services Agreement • November 8th, 2022 • R1 RCM Inc. /DE • Services-management services
This Amendment No. 6 to the Master Professional Services Agreement (this “Amendment”) by and between Ascension Health (d/b/a Ascension Healthcare) (“Ascension Health”) and R1 RCM Holdco Inc. (f/k/a R1 RCM Inc., f/k/a Accretive Health, Inc.) (“Supplier”) is entered into as of the last date of execution hereof, and effective as of July 1, 2022 (the “Amendment Effective Date”). Ascension Health and Supplier are sometimes referred to in herein as a “Party” or collectively as the “Parties”. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Ascension MPSA or AMITA MPSA (as each is defined below).
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 6th, 2024 • R1 RCM Inc. /DE • Services-management services
This Amendment No. 1 to Investor Rights Agreement, dated as of February 5, 2024 (this "Amendment"), is entered into by and among R1 RCM Inc., a Delaware corporation (the "Company"), CoyCo 1, L.P., a Delaware limited partnership ("Coyco 1"), and Coyco 2, L.P., a Delaware limited partnership ("Coyco 2", and together with Coyco 1, the "Investors").
R1 RCM Inc. November 7, 2022 John Sparby Re: Employment Terms Dear John,R1 RCM Inc. /DE • November 8th, 2022 • Services-management services • Delaware
On behalf of R1 RCM Inc. (“R1”), I am delighted to confirm that, effective January 1, 2023, you will be appointed as President, reporting to R1’s Chief Executive Officer. The terms and conditions of your employment with R1 are set forth in further detail below and Exhibit A (collectively, with all other Exhibits hereto, this “Agreement”). Effective January 1, 2023, this Agreement will supersede any and all prior employment agreements or offer letters with R1 and/or its parent, subsidiaries, or predecessors.
R1 RCM INC.Proprietary Interests Protection Agreement • November 8th, 2022 • R1 RCM Inc. /DE • Services-management services • Illinois
Reference is made to the offer letter, dated March 23, 2021 (as amended as of April 27, 2013, April 29, 2014, and March 6, 2019, the “Offer Letter”) between you and R1 RCM Inc. (previously known as Accretive Health, Inc.), a Delaware corporation (the “Company”). The Offer Letter will remain effective until December 31, 2022. This letter agreement (this “Agreement”), which will become effective January 1, 2023, amends, restates and supersedes the Offer Letter in its entirety, and sets forth all of the terms and conditions of your employment with the Company beginning January 1, 2023.
WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENTWarrant Assignment and Assumption Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services
THIS WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into and effective as of June 21, 2022 by and among R1 RCM Holdco Inc., a Delaware corporation (f/k/a R1 RCM Inc.; f/k/a Accretive Health, Inc.) (“Old R1 RCM”), R1 RCM Inc., a Delaware corporation (f/k/a Project Roadrunner Parent Inc.) (“New R1 RCM”), and TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (“Holder”).
Re: Offer LetterProprietary Interests Protection Agreement • September 3rd, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This letter agreement (this “Agreement”) memorializes the agreement between Project Raven Merger Sub, Inc. (“Merger Sub”) and you regarding the terms of your employment with R1 RCM, Inc. (as successor in interest by merger to Merger Sub) (the “Company”) commencing upon the completion of the transactions contemplated by the Agreement and Plan of Merger by and among Raven Acquisition Holdings, LLC, Merger Sub and R1 RCM, Inc., dated as of on or about the date hereof (the “Merger Agreement”). Capitalized terms used but not defined herein have the meanings set forth in the Merger Agreement. You and Merger Sub agree as follows:
Director Nomination AgreementDirector Nomination Agreement • January 17th, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This Director Nomination Agreement (this “Agreement”), dated January 17, 2024, is by and between R1 RCM Inc., a Delaware corporation (the “Company”), and Providence Health & Services—Washington, a Washington non-profit corporation (“Providence”). This Agreement is being entered into in connection with the Service Agreements (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 6th, 2024 • R1 RCM Inc. /DE • Services-management services
This Amendment No. 1 to Amended and Restated Investor Rights Agreement, dated as of February 5, 2024 (this "Amendment"), is entered into by and between R1 RCM Inc., a Delaware corporation (the "Company"), and TCP-ASC ACHI Series LLLP, a Delaware limited liability limited partnership (the "Investor").
AMENDMENT NO. 7 TO AMENDED AND RESTATED MASTER PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN ASCENSION HEALTH AND R1 RCM HOLDCO INC.Master Professional Services Agreement • February 27th, 2024 • R1 RCM Inc. /DE • Services-management services
This Amendment No. 7 to the Master Professional Services Agreement (this “Amendment”) by and between Ascension Health (d/b/a Ascension Healthcare) (“Ascension Health”) and R1 RCM Holdco Inc. (f/k/a R1 RCM Inc., f/k/a Accretive Health, Inc.) (“Supplier”) is entered into effective retroactively as of July 1, 2022 (the “Amendment Effective Date”). Ascension Health and Supplier are sometimes referred to in herein as a “Party” or collectively as the “Parties”. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the MPSA (as defined below).
WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENTWarrant Assignment and Assumption Agreement • June 21st, 2022 • R1 RCM Inc. /DE • Services-management services
THIS WARRANT ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is entered into and effective as of June 21, 2022 by and among R1 RCM Holdco Inc., a Delaware corporation (f/k/a R1 RCM Inc.; f/k/a Accretive Health, Inc.) (“Old R1 RCM”), R1 RCM Inc., a Delaware corporation (f/k/a Project Roadrunner Parent Inc.) (“New R1 RCM”), and IHC Health Services, Inc. (“Holder”).
